Statement of Changes in Beneficial Ownership (4)
09 Junho 2023 - 8:18AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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OAKTREE HOLDINGS, LLC |
2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc.
[
GTX,GTXAP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2023 |
(Street)
LOS ANGELES, CA 90071 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/6/2023 | | A(1) | | 774354 (1) | A(1) | $8.177 (1) | 8448888 | I | See footnotes (2)(3)(4) |
Common Stock | 6/6/2023 | | A(1) | | 2831513 (1) | A(1) | $8.177 (1) | 28259811 | I | See footnotes (2)(3)(4) |
Common Stock | 6/6/2023 | | A(1) | | 102728 (1) | A(1) | $8.177 (1) | 1023308 | I | See footnotes (2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series A Cumulative Convertible Preferred Stock | $5.25 (5) | 6/6/2023 | | D (1) | | | 7418669 (1) | (5) | (5) | Common Stock | 7418669 | $8.177 | 6955912 | I | See footnotes (2)(3)(4) |
Series A Cumulative Convertible Preferred Stock | $5.25 (5) | 6/6/2023 | | D (1) | | | 27127173 (1) | (5) | (5) | Common Stock | 27127173 | $8.177 | 25428298 | I | See footnotes (2)(3)(4) |
Series A Cumulative Convertible Preferred Stock | $5.25 (5) | 6/6/2023 | | D (1) | | | 984182 (1) | (5) | (5) | Common Stock | 984182 | $8.177 | 920580 | I | See footnotes (2)(3)(4) |
Explanation of Responses: |
(1) | On April 12, 2023, Garret Motion Inc. (the "Company") entered into a Transaction Agreement (the "Transaction Agreement") with Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"), OCM Opps GTM Holdings LLC ("GTM Holdings"), Oaktree Phoenix Investment Fund LP ("Phoenix") and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. The transactions being reported on this Form 4 were consummated pursuant to the Transaction Agreement and are exempt transactions pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as may be amended. |
(2) | These shares of the Company's common stock, $0.001 par value per share ("Common Stock") and the Series A Cumulative Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") are beneficially owned by Oaktree Capital Management, L.P. ("Management"), GTM Holdings and Phoenix as a result of being the investment managers of certain private investment funds that directly hold Common Stock and Series A Preferred Stock, including VOF Holdings, Oaktree Value Opportunities Fund GP, L.P. ("VOF GP"), as general partner of VOF Holdings, Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), as general partner of VOF GP, Oaktree Fund GP, LLC ("Fund GP"), as manager of GTM Holdings, Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP, Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, OCM Holdings I, LLC ("Holdings I"), |
(3) | (Continued from Footnote 2) as general partner of Capital I and holder of limited partnership interests in Capital I, Oaktree Holdings LLC ("Holdings"), as managing member of Holdings I, Oaktree Capital Management GP, LLC ("Management GP"), as general partner of Management, Atlas OCM Holdings LLC ("Atlas"), as managing member of Management GP, Oaktree Capital Group, LLC ("OCG"), as managing member of Holdings, Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of each of OCG and Atlas, Brookfield Corporation ("BC"), as indirect owner of the class A units of OCG, and BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BC. BAM Class B Partners Inc. ("BAM Partners") is the trustee of the BAM Partnership. |
(4) | (Continued from Footnote 3) Brookfield Asset Management ULC as indirect owner of Class A units of Atlas OCM Holdings, LLC, Oaktree Phoenix Investment Fund GP, L.P. and Oaktree Phoenix Investment Fund GP Ltd. as general partners of Phoenix. Such entities expressly disclaim beneficial ownership of the shares held of record by VOF Holdings, GTM Holdings and Phoenix, except to the extent of any proportionate pecuniary interest therein. |
(5) | Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of that certain Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of the Company, dated as of June 6, 2023. |
Remarks: This Form 4 is being filed jointly by the Reporting Persons. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any or all of the equity securities covered by this Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
| X |
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BROOKFIELD Corp /ON/ 181 BAY STREET, SUITE 100, BROOKFIELD PLACE TORONTO, A6 M5J 2T3 |
| X |
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BAM Partners Trust 181 BAY STREET, SUITE 100, BROOKFIELD PLACE TORONTO, A6 M5J 2T3 |
| X |
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Atlas OCM Holdings, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
| X |
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Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
| X |
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Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
| X |
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Oaktree Phoenix Investment Fund, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
| X |
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Signatures
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OAKTREE HOLDINGS LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | | 6/8/2023 |
**Signature of Reporting Person | Date |
ATLAS OCM HOLDINGS LLC, By: Oaktree New Holdings, LLC, Its Member, By: /s/ Henry Orren, Title: Senior Vice President | | 6/8/2023 |
**Signature of Reporting Person | Date |
OAKTREE CAPITAL GROUP LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | | 6/8/2023 |
**Signature of Reporting Person | Date |
OAKTREE CAPITAL GROUP HOLDINGS GP LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President | | 6/8/2023 |
**Signature of Reporting Person | Date |
BROOKFIELD CORPORATION, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory | | 6/8/2023 |
**Signature of Reporting Person | Date |
BAM PARTNERS TRUST., By: BAM Class B Partners, Inc, Its Trustee, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary | | 6/8/2023 |
**Signature of Reporting Person | Date |
OAKTREE PHOENIX INVESTMENT FUND LP, By: Oaktree Phoenix Investment Fund GP, L.P., Its: GP, By: Oaktree Phoenix Investment Fund GP, Ltd, Its: GP, By: Oaktree Capital Management, L.P., Its: Dir, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior VP | | 6/8/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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